Common use of Debt Tender Offers Clause in Contracts

Debt Tender Offers. (a) The Company shall, and shall cause the Company Subsidiaries to, use their respective commercially reasonable efforts to commence, promptly after the receipt of a written request from Parent to do so, tender offers, and related consent solicitations with respect to, all of the $200 million aggregate principal amount of 9.125% Senior Secured Second-Priority Notes due 2018 (the “Notes”) on the terms and conditions, including pricing terms specified by Parent (collectively, the “Debt Offers”), and Parent shall assist the Company in connection therewith. Notwithstanding the foregoing, the closing of the Debt Offers shall be conditioned on the completion of the Merger and the Debt Offers shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulations. The Company shall use its commercially reasonable efforts to provide, and to cause the Company Subsidiaries and the Company Representatives to provide, cooperation reasonably requested by Parent in connection with the Debt Offers, including preparation of all necessary documentation. With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indentures governing such series of Notes (i) issue a notice of optional redemption for all of the outstanding principal amount of Notes of such series pursuant to the requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture and officer’s certificate or supplemental indenture governing such series of Notes at the Effective Time; provided, that no action described in clause (i) or (ii) shall be required to be taken unless it can be conditioned on the occurrence of the Appointment Time and provided Parent shall have, or shall have cause to be, deposited with the applicable trustees under the indentures sufficient funds to effect such redemption, defeasance or satisfaction and discharge; and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested in connection with any such redemption or satisfaction and discharge. Parent shall ensure that at the Appointment Time or the Effective Time, as the case may be, the Surviving Corporation has all funds necessary in connection with any such Debt Offer, redemption, satisfaction, discharge or defeasance.

Debt Tender Offers. (a) The Company shall, At such time as requested by Parent and Acquisition (provided that Parent and Acquisition shall cause coordinate with the Company Subsidiaries toregarding such timing), use their respective commercially reasonable efforts the Company shall (i) commence cash tender offers to commence, promptly after the receipt of a written request from Parent to do so, tender offers, and related consent solicitations with respect to, purchase all of the $200 million aggregate principal amount of 9.125Company's outstanding 9-1/2% Senior Secured Second-Priority Subordinated Notes due 2018 2009 (the “"9-1/2% Notes”") and all of the Company's 7-1/2% Senior Subordinated Notes due 2013 (the "7-1/2% Notes" and, together with the 9-1/2% Notes, collectively, the "Senior Subordinated Notes") and (ii) solicit the consent of the holders of the 9-1/2% Notes regarding the amendments (the "9-1/2% Notes Indenture Amendments") described on Part A of Exhibit 5.14 hereto to the covenants contained in the Indenture, dated as of June 11, 2001, among the Company, certain Subsidiaries of the Company, as guarantors, and U.S. Bank Trust National Association, as trustee, and the consent of the holders of the 7-1/2% Notes regarding the amendments (the "7-1/2% Notes Indenture Amendments" and, together with the 9-1/2% Notes Indenture Amendments, collectively, "Indenture Amendments") described on Part B of Exhibit 5.14 hereto to the covenants contained in the Indenture, dated as of August 12, 2003, among the Company, certain Subsidiaries of the Company, as guarantors, and U.S. Bank Trust National Association, as trustee. Such offers to purchase and consent solicitations (the "Debt Offers") shall be made on such terms and conditions as are described on Exhibit 5.14 and such other terms and conditions agreed to by Parent and Acquisition; provided, that, in any event, the parties agree that the terms and conditions, including pricing terms specified by Parent (collectively, the “Debt Offers”), and Parent shall assist the Company in connection therewith. Notwithstanding the foregoing, the closing conditions of the Debt Offers shall provide that the closing thereof shall be conditioned contingent upon the closing of the Merger. The Company shall waive any of the conditions to the Debt Offers (other than the conditions that the closing thereof shall be contingent on the completion closing of the Merger and that there shall be no Order or injunction prohibiting consummation of the Debt Offers) and make any other changes in the terms and conditions of the Debt Offers shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulations. The Company shall use its commercially reasonable efforts to provide, and to cause the Company Subsidiaries and the Company Representatives to provide, cooperation reasonably requested by Parent in connection with the Debt Offers, including preparation of all necessary documentation. With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indentures governing such series of Notes (i) issue a notice of optional redemption for all of the outstanding principal amount of Notes of such series pursuant to the requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture and officer’s certificate or supplemental indenture governing such series of Notes at the Effective Time; provided, that no action described in clause (i) or (ii) shall be required to be taken unless it can be conditioned on the occurrence of the Appointment Time and provided Parent shall have, or shall have cause to be, deposited with the applicable trustees under the indentures sufficient funds to effect such redemption, defeasance or satisfaction and discharge; and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested by Parent and Acquisition (other than a change that decreases the applicable price payable for each Senior Subordinated Note), and the Company shall not, without Parent's and Acquisition's prior consent, waive any condition to the Debt Offers described on Exhibit 5.14, or make any changes to the terms and conditions of the Debt Offers. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the terms and conditions to the Debt Offers, it will accept for payment, and pay for, the Senior Subordinated Notes and effect the Indenture Amendments, in connection with any such redemption or satisfaction each case contemporaneously with, and discharge. Parent shall ensure that at the Appointment Time or contingent upon, the Effective Time. The Company shall enter into customary dealer manager agreements and customary information agent agreements with a dealer manager and information agent, as respectively, recommended by Parent (and reasonably acceptable to the case may be, the Surviving Corporation has all funds necessary in connection with any such Debt Offer, redemption, satisfaction, discharge or defeasanceCompany).

Debt Tender Offers. (a) The Company shallAt such time prior to the Effective Time as determined by Viad in its sole and absolute discretion, and Viad shall cause the Company Subsidiaries to, use their respective commercially reasonable efforts commence an offer to commence, promptly after the receipt of a written request from Parent to do so, tender offers, and related consent solicitations with respect to, purchase all of the $200 million aggregate principal amount outstanding Medium-Term Notes under the MTN Indenture and all of 9.125% Senior Secured Secondthe Subordinated Debentures (“Medium-Priority Notes due 2018 (the Term Note Offer” and “Notes”) on the terms Subordinated Debt Offer,” respectively, and conditions, including pricing terms specified by Parent (collectively, the “Debt Offers”)) at an amount per note or debenture, and Parent shall assist the Company in connection therewith. Notwithstanding the foregoingas applicable, the closing of the Debt Offers shall be conditioned on the completion of the Merger and the Debt Offers shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulations. The Company shall use its commercially reasonable efforts at least equal to provide, and to cause the Company Subsidiaries and the Company Representatives to provide, cooperation reasonably requested by Parent in connection with the Debt Offers, including preparation of all necessary documentation. With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indentures governing such series of Notes (i) issue a notice of optional redemption for all of the outstanding principal amount plus accrued and unpaid interest of Notes of each such series pursuant to the requisite provisions of the indenture and officer’s certificate note or supplemental indenture governing such series of Notes and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defeasedebenture, as applicable, such series in accordance . In connection with the terms Offers, Viad shall solicit consents from the holders of the indenture Subordinated Debentures and officer’s certificate or supplemental indenture governing such series of the Medium-Term Notes at to amend the Effective Time; providedSubordinated Debt Indenture and the MTN Indenture, that no action described in clause (i) or (ii) shall be required respectively, to be taken unless it can be conditioned on the occurrence eliminate substantially all of the Appointment Time and provided Parent shall have, restrictive covenants from those indentures in the event all of the Subordinated Debentures or shall have cause to be, deposited with the applicable trustees under the indentures sufficient funds to effect such redemption, defeasance or satisfaction and discharge; and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested in connection with any such redemption or satisfaction and discharge. Parent shall ensure that at the Appointment Time or the Effective TimeMedium-Term Notes, as the case may be, are not tendered for repurchase in the Surviving Corporation has Offers. It shall be a condition to the Subordinated Debt Offer that the holders of at least a majority in outstanding principal amount of the Subordinated Debentures sufficient to satisfy the requirements specified in the Subordinated Debt Indenture for amendments to the Subordinated Debt Indenture by holders of the Subordinated Debentures consent to an amendment of the Subordinated Debt Indenture eliminating substantially all funds necessary of the restrictive covenants contained in connection with any such Debt OfferIndenture, redemptionand tender their Subordinated Debentures to Viad, satisfactionand it shall be a condition to the Medium-Term Note Offer that the holders of at least two-thirds in outstanding principal amount of the Medium-Term Notes sufficient to satisfy the requirements specified in the MTN Indenture for amendments to the MTN Indenture by holders of the Medium-Term Notes consent to an amendment of the MTN eliminating substantially all of the restrictive covenants contained in such Indenture, discharge or defeasanceand tender their Medium-Term Notes to Viad. Such conditions may be waived by Viad in its sole and absolute discretion.

Debt Tender Offers. (a) The As soon as reasonably practicable, the Company shall, and with respect to the 6 ¾% Notes shall cause the Company Subsidiaries Xxxxxxx International North America, Inc. (“KINA”) to, use their respective commercially reasonable efforts commence offers to commence, promptly after the receipt of a written request from Parent to do so, tender offers, purchase and related consent solicitations with respect to, to all of the $200 million outstanding aggregate principal amount of 9.125% the Company’s and KINA’s 6 ¾% Senior Secured Second-Priority Subordinated Notes due 2018 2015 (the “6 ¾% Notes” and, together with the Convertible Notes, the “Notes”) and the Convertible Notes on the such terms and conditionsconditions as are reasonably acceptable to Parent and the Company (including the related consent solicitations, including pricing terms specified by Parent (collectively, the “Debt Tender Offers”), ) and Parent shall assist the Company in connection therewith. Notwithstanding Promptly following the foregoingexpiration date of the consent solicitations, assuming the requisite consents are received, the closing Company shall execute supplemental indentures to (i) the Indenture, dated as of September 22, 2005, among the Company, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the “6 ¾% Notes Indenture”) and (ii) the Indenture, dated as of April 5, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Convertible Notes Indenture” and, together with the 6 ¾ Notes Indenture, the “Indentures”), reflecting the amendments to such indentures consented to in the Debt Offers Tender Offers, which supplemental indentures shall be conditioned on become operative concurrently with the completion of Effective Time, and shall use its reasonable best efforts to cause the Merger and trustees under the Debt Offers shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulationsIndentures to promptly enter into such supplemental indentures, as applicable. The Company shall use its commercially reasonable efforts to provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the Company Subsidiaries and the Company their respective Representatives to provideto, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The closing of the Table of Contents Debt Tender Offers shall be conditioned on the occurrence of the Closing, including preparation of all necessary documentation. With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), and the Company parties shall use its commercially their reasonable best efforts to, to cause the extent permitted by Debt Tender Offers to close on the indenture and officers’ certificates or supplemental indentures governing such series of Notes (i) issue a notice of optional redemption for all of Closing Date. Concurrent with the outstanding principal amount of Notes of such series pursuant to the requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of NotesEffective Time, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture Debt Tender Offers, Parent shall cause the Surviving Corporation to accept for purchase and officer’s certificate purchase the Notes properly tendered and not properly withdrawn in the Debt Tender Offers and provide to the Surviving Corporation cash in an amount sufficient to fund such purchase, including any applicable premiums, and all related fees and expenses. Parent shall reimburse, or supplemental indenture governing such series cause its Affiliates to reimburse, the Company for its reasonable out-of-pocket fees and expenses (including any consent fees paid but only to the extent consented to by Parent) incurred pursuant to this Section 7.10. The Debt Tender Offers and other actions taken in connection therewith shall be conducted in accordance with the terms of Notes at the applicable Indentures and all applicable rules and resolutions of the SEC and other applicable Laws. Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time; provided, that no action described in clause neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures or (ii) shall be required take any action that could obligate the Company or any of its Subsidiaries to be taken unless it can be conditioned on repurchase any Notes or incur any additional obligations to the occurrence holders of the Appointment Time and provided Parent shall have, or shall have cause Notes prior to be, deposited with the applicable trustees under consummation of the indentures sufficient funds to effect such redemption, defeasance or satisfaction and discharge; and provided, further, that the Company shall use its commercially reasonable efforts to cause the Company’s counsel to provide such legal opinions as may be reasonably requested in connection with any such redemption or satisfaction and discharge. Parent shall ensure that at the Appointment Time or the Effective Time, as the case may be, the Surviving Corporation has all funds necessary in connection with any such Debt Offer, redemption, satisfaction, discharge or defeasanceTender Offers.